Hero Prep
by Project Phoenix Agent 003
Summary: AU. A flying school? Fights? Rampaging monsters? Training robots? Supervillians? Unreal Team-ups? The single biggest collection of powerhouses in one classroom? And an all-star cast list? "I love this school."
1. Chapter 1

_**I. Am. Totally. Nuts. You guys like my writing right? Well now there's a THIRD thing coming out each Friday. Welcome to Hero Prep, the school for superheroes! Like Iron Man Galaxies, the chapters are way longer, and I'm even using the Iron Man from that story. Also, this is like a TV show, only in story form. This story will last as long as I keep getting reviews, and I will even respond to each review for this story. This is not the first episode, just the cast list and a quick preview. Tell me if this is a good idea or not kay? Thanks! **_

Headmaster:

Agent 003 (I have my own character in this shiz! Woo-hoo!)

Instructors:

Batman-Crime Fighting Ed

Mr. Fantastic-Physics

Hank Pym-Gadget Ed

Curt Connors-Life Science

Mr. Terrific-Strategy/Teamwork 101

Martian Manhunter-Apocalypse 101

Professor X-Guidance Counselor

Wildcat-Gym

Hipplotyia-History

Green Arrow-Archery/Marksmanship

Zatanna-Magic

Oracle: Computer

Alfred-Janitor/School Nurse

Aunt May-Costume Ec.

Students:

Superboy (Clark Kent)

Wolverine

Black Cat

Spider-Man

Green Lantern(s)

Captain America (Bucky Barnes)

Kid Flash

Red Robin (Tim Drake)

Iron Man

Wonder Woman

Nightwing

Hawkgirl

Cyclopes

Nightcrawler

Hulk

Speedy

Black Canary

Batgirl

Starfire

Black Widow

Huntress

Vigilante

Hawkeye

Stargirl

Quicksilver

Colossus

Storm

Shadowcat

Rogue

Deadpool

Magik

Dr. Strange

Dr. Fate

Jean Grey

* * *

Spider-Man stretched a kink in his shoulder. "Man I hate Gym. You'd think Wildcat would cut us some slack once in a while."

Red Robin rolled his eyes. "I thought you super-powered types were made of tougher stuff."

"Really? I get bitten by a radioactive bug and suddenly I get zero sympathy in gym," Spider-Man grumbled. "And the GL's were totally sabotaging my run."

Red Robin just laughed. "Excuses."

* * *

Wolverine was behind the cafeteria grimacing in pain as he retracted his bone claws back into his hands. His anger had gotten the better of him again, and this time it had happened in the middle of lunch. He wondered if Hawkgirl would be okay. He hadn't meant to hurt her. Oh god the claws hurt so much…

* * *

"No guns in my class," Batman told the young student.

"But…" Vigilante tried to argue.

"No buts," Batman said sternly. "In the bin. Now."

Vigilante tossed his guns into the bin holding all the other guns. "Didn't even want to take this class…"

He sat down in a chair next to another student. She had red hair and she was dressed in a skintight black uniform. Vigilante tried not to stare. Maybe this class wasn't so bad after all…

* * *

"So…do you…want to go to the dance?" Shadowcat asked.

"Well yeah who isn't?" Nightwing asked.

"I meant with me…"

* * *

"Don't let him get away!" Captain America yelled before jumping out the hole in the window. Black Cat fired her grappling hook and followed.

Batman tore the black webbing off of his hand. All around the students were talking about what had just happened.

"J'honn, go up with them. Spider-Man does not escape," Batman ordered.

* * *

"If you won't save them," Hal growled. "I WILL!"

Guy and Kyle tried to step in front of him, but Hal blasted them aside with one burst from his ring. As they lay unconscious on the ground, he took their rings, and slipped them onto his other fingers.

* * *

"He's…" Nightwing began, but his voice cracked.

"No. He's not," Red Robin insisted.

"Red, we'll all miss him, but Batman's dead," Cyclopes insisted.

* * *

Deadpool walked through the empty halls, late for his class. That wasn't really bad, considering he'd already skipped his other classes.

"Excuse me?" Deadpool shouted into the sky. "Why does everybody assume I'm irresponsible? If I were still in high school, I'd be on time to my classes."

Save it Deadpool. We all know the only reason you even showed up to this school is because I wrote that you did. And you _are _in high school remember? You're a student at Hero Prep?

"So? That's not what I am in the comics," Deadpool argued.

You know what? Shut up!

"No you can't make m–"

Without warning, Deadpool stopped talking, although muffled noises still came from his mouth. He flipped off the sky before storming off.


	2. Muramasa Blade

Skylan D. Water: It'll make more sense as I go on. Hopefully anyway. Does that mean I'm one of the awesomest peeps? Cool.

Agent 004 Taco Cat: I guess this is kinda confusing. Everything will be explained eventually. At least I hope… Glad you like it though.

* * *

_**Quick AN. I was going to use the Iron Man from my other fic, but I've decided to create another one. On with the show.**_

Episode Summary: When Wolverine's anger gets the better of him yet again, he decides to do something about it and seeks help from an old adversary of his.

Main Characters: Red Robin, Black Widow, Wolverine, Hawkgirl, Guy Gardner, Lazaer

Supporting Characters: Spider-Man, Wildcat, Mr. Terrific, Alfred, Black Cat, Cyclopes

* * *

All over the world, there are special people. People who are more than human. People who poses incredible abilities and talents. Many of them are still young, and unstable. They require training. Agent 003 saw the need for this training, and gathered people who could provide it. They have formed a school for the gifted. A school called Hero Prep.

Spider-Man twisted midair to avoid the laser blasts. The Web Head suppressed a yelp as one of the lasers singed the abdomen of his costume. He shot out another web line and kept swinging, heading for an alley criss-crossed with clotheslines.

Spider-Man effortlessly dodged each of the wires before coming out on the other end of the alley. Spider-Man zipped to the right before sticking to the side of a building and climbing to the top.

He paused to catch his breath, hoping he'd lost his pursuers. His body tensed as his spider-sense went off, and he dodged the volley of lasers just in time.

"Do you creeps _ever _give up?" Spider-Man shouted.

Three softball sized hovering probes flew toward Spider-Man with their laser flashing. Spider-Man dodged and whirled, but he couldn't fight back without taking the big risk of getting laser scorched.

Three yellow and black discs flew through the air and slammed into the probes, knocking them out of the sky. A dark figure glided onto the rooftop.

"Why am I always picking up your slack?" Red Robin asked.

"I could've taken them," Spider-Man protested.

"Just like you could've taken the human tanks earlier," Red Robin reminded him.

The starry sky turned to a green grid, and the hard light projections of the city vanishing, and the two heroes found themselves in the middle of the gym, their classmates scattered across the gym as well. The students, twenty in all, lined up across the gym as their instructor came forward.

He was a man in his late sixties, dressed in a panther costume that covered his entire body minus the loser part of his face. He was Wildcat, teacher at Hero Prep.

"Summers, nice work on those Flyers," he told Cyclopes.

"Cat, excellent work with the tanks. I haven't seen environmental use like that in a while," he congratulated Black Cat.

"Gardner…" Wildcat began as he came up on Guy Gardner, a Green Lantern. "…hit the showers."

"Deadpool!" Wildcat barked as he came up on the Merc with a Mouth.

"Yeah boss?" Deadpool asked.

"…there's so much not right with you," the old man grumbled. "Alright, call it a day everyone! Red! Web-Head! Get over here!"

The two heroes walked over sullenly. It was never good when Wildcat called you to stay after class.

"Either one of you two pansies want to explain to me why Spider here went through the whole damn city just to make sure he didn't get his pretty little costume laser burned?" Wildcat yelled. "And you! Mini-bats! I don't recall saying this was a team exercise! If Spider gets his ass kicked, it's _his _problem!"

"Yes sir…" they both groaned.

"Both of you! You're taking on the training course on OMEGA MODE!"

The two heroes gulped. It was called Omega mode for a reason. It was the last thing you'd ever do…

The hard light projection of New York at night returned.

"Who knows?" Spider-Man said. "Maybe it's not as bad as Wolverine said."

Red Robin drew his expandable staff. "Nope. It's worse."

* * *

"How many Mimics is this now?" Spider-Man cried out.

Red Robin fought staff against staff with a Mimic before knocking its head clean off. Another Mimic swung in on a steel cable, trying to kick him as it came in. Red Robin dodged and lodged a bladed throwing disc into the Mimic's metal shell. The disc promptly exploded, destroying the Mimic.

"Doesn't matter," Red Robin grunted. "Keep fighting."

Spider-Man web zipped onto the nearest wall, followed closely by three Mimics who were scaling the side of the building just like him. Spidey webbed one in the face with a line and yanked it into another, taking them both down. The third one fired a length of cable that wrapped around Spider-Man's waist and knocked him back to the ground.

Red Robin judo-threw one Mimic to the ground and tossed a disc, cutting Spider-Man free. The two continued to fight back to back until finally the lunch bell rang and the Mimics shut down. The city once again disappeared, and the two heroes collapsed, panting. They'd skipped their fifth period class in favor of doing the gym on Omega mode.

They both walked into the cafeteria, tired and hungry. Spider-Man fired two web lines. One pulled a slice of pizza toward the Webbed Wonder, the other pulled Spider-Man onto the ceiling. Now hanging upside down on the ceiling, Spider-Man lifted his mask up halfway and started eating.

"Show off," Red Robin grumbled as he sat down next to a red head in a skin tight black uniform. It also featured wrist capsules and a utility belt. Her suit was torn on the shoulder, but there was no blood.

"How'd that happen?" he asked.

She looked at him for the first time. "Mr. Terrific's class. I got paired up with a bunch of boneheads who can't work together. And do you know what they named our group? The Avengers!"

"Colorful," Red Robin commented.

"Yes well–" she started, but she was cut off by a crash that came from the halls.

"What was that?" Red Robin asked.

"Come on!" the girl ordered.

* * *

"Leave me alone Guy!" Hawkgirl ordered as she made her way toward the cafeteria. A glowing green brick wall appeared in front of her, stopping her in her tracks. It quickly morphed into a giant bird cage around her, trapping her in.

"Where do you think you're going?" Guy asked.

"Hey," a gruff voice spoke up.

Guy turned around, and saw another student. He was dressed in a yellow and blue uniform, matching mask, and an X-men belt. Guy recognized him as Wolverine, the record holder on the school's obstacle course.

"She told you to leave her alone," Wolverine said angrily.

Guy dropped the cage and turned to Wolverine. Just to threaten the feral mutant, he fired a quick plasma bolt at his feet. Wolverine didn't even flinch.

"It isn't worth it," Wolverine told him. "Just walk away."

"I don't think so!" Guy yelled. He fired another plasma bolt, but this one wasn't a warning shot.

The blast hit Wolverine dead in the chest, and he flew backward. His costume was badly scorched, but his skin was perfectly fine. Wolverine snarled as he shot forward, feral rage taking over once again. Guy fired again, and missed. Guy raised an energy shield in time to block Wolverine's first punch, but the second one actually shattered the energy shield.

Guy blasted Wolverine back against the lockers lining the walls, and he snarled again in anger. Skin and glove fabric tore as three claws of rock hard bone popped out of each of Wolverine's hands. Guy sent a giant boxing glove flying toward Wolverine, but he dodged and lunged. Wolverine landed a kick on Guy's chest, sending him crashing to the floor.

Wolverine raised his left hand and stabbed down into Guy's stomach. Guy cried out, helpless as Wolverine raised his other hand and prepared to kill him.

"Logan stop!" Hawkgirl yelled, grabbing his wrist to stop the death blow.

Wolverine snarled and yanked his other hand out of Guy. He spun around, slashing Hawkgirl across the face. She cried out in pain and fell to the floor, and Wolverine snapped out of his rage.

He looked at Hawkgirl, who was clutching her face. He looked to Guy, who was losing blood and getting it all over the hallway floor. Finally, he looked down at his claws.

Disgusted with himself, he jumped out of the nearest window and ran for until he got behind the cafeteria. There he grimaced and snarled in pain as his claws slowly slid back into his arms. The claws hurt so much, but they'd hurt Guy and Hawkgirl almost as much too.

His anger had gotten the better of him again. He knew what he had to do. When his claws were finished retracting, he stumbled through campus and into his dorm and dug through his drawers until he found what he was looking for. A small hand grenade.

_I haven't had to do this in years._

Wolverine opened his mouth as wide as he could and slid the grenade into it. It still stuck out of his mouth a bit, including the pin.

_Healing factor makes it hard, but I can be very…creative._

Wolverine slowed his breathing and yanked the pin out.

_Alright Lazaer, time to take you up on that offer._

The grenade exploded, and Wolverine lost consciousness.

* * *

"Can you tell us what happened?" Red Robin asked.

Hawkgirl, half of her face bandaged, nodded. "I was trying to get to lunch, but Guy was being an ass as usual. Logan showed up, told Guy to back off. They got into a fight, Logan got carried away, then he jumped out the window and I haven't seen him since."

"We'll find him," Black Widow assured.

"You check his dorm," Red Robin said. "I'll see if I can track him down from the where this all happened."

Widow nodded. "Take care of yourself."

"We're still in school, what's the worse that could happen?" Red Robin asked.

* * *

Wolverine found himself in a dark room, illuminated only by a bright spotlight that was focused on Wolverine. A second spotlight came on, illuminating another figure. Lazaer, Angel of Death.

"Hello Logan," Lazaer greeted.

Wolverine pulled back the mask portion of his uniform and let out a low snarl. "Been awhile since I've cheated death hasn't it?" Logan asked.

Lazaer chuckled. "As a matter of fact it has. So, to what do I owe this visit?"

"You once promised to help me with my anger," Logan reminded him. "That offer still good?"

"Always," Lazaer assured. He almost even smiled.

"I'm warning you though, no tricks," Logan snarled.

This time, Lazaer actually did smile. Two ninjas jumped into view, and both threw surikens at Logan. One missed, but the other embedded itself in Logan's shoulder. Claws shot out of Logan's hands once again.

"I said no tricks!" he snarled.

"Oops."

Logan roared in rage and slashed, killing the first ninja in one swipe. He turned to the second and slashed, but the ninja dodged. With each missed swipe, Logan grew angrier and angrier until his mind was reduced to a near animalistic state.

Lazaer drew a sword, five feet long and razor sharp. He slashed once, clipping Logan's back. He fell to the ground and his claws slid back into his arms. A trickle of Logan's blood ran down the blade, turning it form silver to red as it went.

"The Muramasa Blade," Lazaer said. "A blade forged from the anger of the feral mutant. You've been completely drained of any anger inside you Logan. You will be every time this blade pierces your skin. Oh look, a side effect."

The cut on Logan's back hadn't even started to heal yet. Wounds from the Muramasa Blade didn't heal at the speed they usually did. Slowly, Logan stood up.

"Anger problems solved," Lazaer said as he tossed the now sheathed Muramasa Blade

"Then I'm out of here," Logan grunted.

"Not quite," Lazaer reminded him. "There's a way this works remember?"

* * *

Red Robin had followed the trail of Hawkgirl's blood that had dripped from Wolverine's claws. It had led him behind the cafeteria, and then gone dead. He tried his communicator in his cowl.

"Widow, trail's gone dead. Tell me you found something," he said.

"I did," the Russian girl said. "But you won't like it."

* * *

Logan dodged another swipe and stabbed forward. Lazaer grabbed Logan's wrist, stopping the claws inches from his face. With his sword hand, Lazaer sliced the bone claws in half. Logan cried out in pain and fell to the ground.

Lazaer kicked him across the floor and tried to stab him in the stomach.

"Think he'll make it?" Hawkgirl asked as she looked at the wounded body of Wolverine.

"His healing factor is kicking in but…we very well could lose him," Alfred reported.

* * *

Logan grabbed the blade when it was inches from his stomach and yanked it out of Lazaer's hands. The sword was in Logan's hands before it hit the floor, and with one stab he ran right through Lazaer.

"I win," Logan said.

Wolverine was on the medical table, healing too slowly. He was dying. Suddenly his wounds healed themselves almost instantly, and Wolverine gasped as he woke up. Alfred and Hawkgirl gasped.

"I'm alive?" Wolverine asked, making sure.

"You are, although you gave us quite the scare," Alfred told him. "Can you by any chance tell us what happened?"

Wolverine shook his head. "No. I can't."

"Can't? Or won't?" Hawkgirl asked.

"Yes," Wolverine answered as he hopped off the table.

Hawkgirl just watched him leave with her good eye. Why did he have to be so closed off? Especially to her, even after all they'd been through. She sighed. It was a mystery for the world's greatest detective…doesn't he teach here?

* * *

Black Widow sighed as her two other teammates, Deadpool and Captain America horsed around and in general didn't pay attention in class. It left her to pay attention, so she was the only one in her team who heard Mr. Terrific announce the class had a new student.

"Alright, since the Avengers are short two members, they'll be taking are new student, who recently had a schedule change…Red Robin."

Widow sat up in her seat as Red Robin stalked in and sat down at the Avenger's table.

"Schedule change?" Black Widow asked.

"Yup," Red Robin confirmed. "So these are the Avengers huh?"

"Unfortunately," she groaned. "Welcome aboard."

Deadpool and Cap finally noticed the extra student at their table. "Who's the new kid?"

_Next time at Hero Prep! The Fastest Men alive have a little race. It's Quicksilver versus Kid Flash in the race of a life time, but when somebody shows their true colors as a sore loser, a student goes rogue and leaves Hero Prep. _


	3. Fastest Man Alive

Skylan D. Water: As always, thanks for the feedback.

Agent 004 Taco Cat: There actually will be an episode centered around the Weapon X project, but I'm not quite sure when to post it.

* * *

Summary: Kid Flash and Quicksilver compete in a race to see who's faster. Trying to keep up with Wally West is hard than Pietro thought though, and he soon finds himself before someone no hero wants to face alone.

Main Characters: Quicksilver, Kid Flash

Supporting Characters: (Yeah, too lazy too do this anymore.)

* * *

In front of the dorms, four heroes were relaxing after class.

"How fast?" Hal Jordan, a Green Lantern, asked.

"Not sure, I don't carry a radar gun," Quicksilver told him.

"You should consider it though," Iron Man told him. "It helps to know exactly how fast you're going."

"Is that another armor function reference?" Superboy asked. "Be cause they're getting annoying."

"So what happened then?" Hal asked Quicksilver.

"Okay. I ran, grabbed the bullet out of the air, shoved it into his gun, then I got everyone out of there before the bad guys could blink," he boasted.

A powerful wind swept through the area, then another, and final Kid Flash skidded and tumbled into view, finally sliding to a stop face first. The four teen heroes busted up laughing.

"Nice one dude," Hal congratulated.

Kid Flash stood up, cracking his back. "I really need to learn how to brake. But what was I gonna say? Oh yeah. Check out what Mr. Fantastic taught me!"

Kid Flash started vibrating at un incredible speeds, until his entire body was something of a blur. He reached his hand out, and it passed straight through Superboy's skull. Superboy jerked back, accidentally banging his head against the dorm building and cracking the wall.

Kid Flash stopped vibrating and, now it was his turn to laugh. Quicksilver just made a _pft _noise.

"That all you got?" Quicksilver asked. "Check this out."

Quicksilver stood up, stretched, and ran up side of the dorm building before jumping off and spinning in the air so fast he became a cyclone. Using the cyclone, he guided himself safely to the ground.

The others, except for Kid Flash, all applauded.

"Doesn't matter," Kid Flash told him. "I'm still faster than you."

"You wish," Quicksilver retorted. "You wanna go?"

"If by go you mean race and not something gay, then yeah, bring it on!" Kid Flash yelled.

"You're on!" Quicksilver shouted angrily. "Quick race around the school?"

"No way!" Hal put in. "This is the race of the century, it needs to be way more challenging! And it needs more publicity."

"Don't forget gambling!" Iron Man put in. "I'll announce it to the school."

Iron Man shot up into the sky before anyone could stop him. He set his suit's audio speakers to max volume and drew in a deep breath.

"HELLO HERO PREP! PLACE YOUR BETS TODAY!" he shouted. "THE FASTEST STUDENTS WE CAN FIND WILL BE COMPETING IN THE RACE OF A LIFETIME, FOR THE TITLE OF FASTEST MAN ALIVE! PLACE YOUR BETS NOW, RACE STARTS IN ONE HOUR!"

Iron Man flew back down to the ground, smirking underneath his helmet. Flash started at him, mouth wide open and eyes wide. Quicksilver just maintained his usual smug grin.

"Too much?" Iron Man asked.

"Nope," Quicksilver said. He turned to Kid Flash. "See you in an hour loser."

He sped off, leaving the others coughing up his dust. Kid Flash narrowed his eyes in annoyance and mistrust.

"Yeah…see you in an hour," he said to himself before zipping off.

The three remaining heroes were silent for a bit, not sure what exactly do now. It was Superboy who broke the silence.

"My money's on Flash," he stated, handing Iron Man a five.

"Oh yeah, totally," Hal said, putting in a buck fifty.

"This is gonna be good," Iron Man said.

* * *

In his room, Quicksilver was working a speed bag, sending punches faster than an assault rifle could fire bullets. He was starting to work up a sweat, and his breathing was getting heavy. He hadn't shown it, but running up the wall and the cyclone had worn him out by a lot. Kid Flash still looked like he could run a marathon on Jupiter.

Not wanting to tire himself any further, he stopped the bag and took a breather on his bed.

"I won't lose this time father," he promised. "I'll be someone you can be proud of."

* * *

An hour later, the entire student body gathered at the starting line at the front of the school. A total of seventy-five dollars had been bet on Quicksilver…and a total of one-hundred and fifty five dollars and thirty-two cents had been bet of Kid Flash.

Standing at the starting line was Wonder Woman, starter gun in hand. Hal flew up next to her and with his ring created a giant megaphone.

"Alright, alright everybody just settle down. Settle down now….EVERYBODY SHUT UP!"

The entire crowd went dead silent. Hal smiled to himself before continuing. "Thank you. The race will begin here in front of the school. The first checkpoint is the top of the gym on the far side of the school. From there the racers must travel into the gym and through it, around the science lab, past the dorms, up the side of the Watchtower and back down it, a quick detour through the _ladies _locker room, a final stretch across the baseball fields, and finally come to the finish line near the edge of the school."

A murmur of chatter of the course went up through the crowds. Several of the places mentioned were usually off limits to the students, especially the Watchtower. The last student who had even come close to it had almost been killed by the automated defenses.

"And now!" Hal announced. "The competitors. From Central City, formerly instructed by the Flash himself, here he is, my main man, KID FLASH!"

Kid Flash sped into view, coming to a stop with a screech at the starting line stiff as a rod. He'd finally learned how to brake.

"And his opponent! From parts unknown, tutored by who-in-the-heck-cares, QUICKSILVER!"

Quicksilver sped up to the starting line in much the same way Kid Flash had. He gave his fellow speedster a glare before staring straight ahead. Kid Flash returned the glare, but Quicksilver had already turned away.

"Ready!" Wonder Woman yelled.

The speedsters tensed.

"Set!" she yelled, raising the gun.

Their eyes narrowed. No one in the crowd made a sound. Nobody even breathed.

"Go!" she shouted as the gun went off.

There was a sonic boom as the two took off, speeding through campus. Quicksilver was pumping every muscle in his body as fast as he could, but Kid Flash was just warming up. Speeding up, he soon pulled far ahead of Quicksilver. Just to show off, he started running circles around him.

Quicksilver got angry and rammed Kid Flash aside. The red and yellow speedster fumbled and nearly fell on his face, but he kept his balance. He's lost the lead though, and Quicksilver was already running up the side of the gym. Kid Flash burst forward with even more speed, soon gaining on Quicksilver. They were neck and neck in the blink of an eye, and in two blinks they both shot up over the side of the building and onto the roof.

From there, they both jumped down to the ground and through the open gym door. As they ran, the gym went into Beta Mode, and two laser turrets began firing at the racers from the roof. The zig-zagged to avoid fire, the blasts scorching the ground and heating the air around them.

Quicksilver zipped toward Kid Flash and threw a punch to the side, hoping to trip him up and give himself an edge. Kid Flash ducked under the blow and blasted out of the gym, reaching new speeds even higher than before.

Quicksilver strained his own body to catch up. He'd never gone so fast before, and it was taking its toll on him. Not just physically, but mentally as well. As the race continued through the school, Quicksilver grew angrier, more impulsive, and also sloppier. Several times he lost speed trying to punch Kid Flash's lights out.

The two soon found themselves zipping up the side of the Watchtower, and were met by missile launchers, laser turrets, net launchers, electrical barriers, and a host of other challenges.

The two narrowly avoided each and every one of the defenses, continuing up the side of the Watchtower. Deciding to show off, Kid Flash stopped running and started Scottish highland dancing, letting hi momentum carry him up the wall.

They reached the top, and Kid Flash spun on his heels to run back down. Desperately needing an edge, Quicksilver jumped clear off the side of the building and free-fell for a bit before spinning his arms until they formed cyclones that propelled him _downward_ at speeds matching Kid Flash.

At the last second, Quicksilver cut the cyclones, and he managed to hit the ground running. Kid Flash was right behind him, a look off determination on his face. They sped into the locker room, the race nearly over.

Quicksilver kicked Kid Flash in the stomach, and the lightning kid crashed through a locker at speeds faster than a supersonic jet. He crashed out on the other side sporting a bra on his face.

Quicksilver laughed before crashing into a wall, breaking a few bones. He peeled himself off the wall and ran after Kid Flash out of the locker room.

The final stretch came up, the finish line in sight and mere ten feet from the edge of the flying school. Kid Flash put in everything he had left and shot across the finish line a full three seconds before Quicksilver.

Kid Flash skidded to a halt five feet from the edge, and the crowd of gathered students went nuts. Kid Flash extended his hand to Quicksilver.

"Hey, nice run. I guess lab accident beats natural mutant powers though," he said with a genuine smile.

Quicksilver cursed and–in his exhaustion fueled rage–tried to punch Kid Flash in the face. Kid Flash moved faster though, and caught the fist in his hand.

"Easy dude. Its just a race," Kid Flash told him.

Quicksilver roared and tried to throw another punch. Kid Flash released his grip on the first fist and stepped backward to avoid the latest one. Quicksilver went into a ballistic rage and threw punch after supersonic punch. Each one was easily blocked or dodged by Kid Flash.

"Last chance," Kid Flash warned. "I don't want to fight you. Calm down."

"Calm this!" Quicksilver yelled and tried a lightning fats jump kick.

Kid Flash blocked the kick, and counter-attacked. He punched Quicksilver in the jaw, gut, and forehead in rapid succession before blocking a right hook and finishing Quicksilver off with a drop kick.

[Both of you stop!]

The two cringed at the telepathic shout. Professor X wheeled into view, and all students who weren't Kid Flash or Quicksilver wandered off whistling.

"What is the meaning of this?" the professor asked.

"Quicksilver tried to kill me," Kid Flash put in.

"And I will if you don't shut up!" Quicksilver threatened.

Professor turned to Quicksilver, entering his mind. What he found startled him. The strain the race had put him in had actually eroded his sanity, leaving nothing but an angry shell. It would take time to fix the boy, but it could be done.

"Pietro, perhaps its best you come with me…" the professor offered.

"I'm not going anywhere!" he yelled, and jumped off the edge of the school.

"No!" Kid Flash screamed. He jumped after him, but Quicksilver kicked him away and back onto the school.

Kid Flash ran back to the edge, and watched Quicksilver fall until he lost sight of him. Professor X closed his eyes, searching for the young mutant's mind. He found nothing.

Kid Flash fell to his knees and stared blankly at the sky before him.

"There was nothing you could Wally," Professor X tried to comfort. "The strain his powers put on him…it was too much for his mind."

"Now he's gone," Kid Flash said.

* * *

Pietro, bruised and battered, stood before someone he'd never thought he'd see again. He'd come across the man–or rather, mutant–by sheer luck shortly after surviving the fall from Hero Prep.

"Why have you returned?" the proud voice asked.

"I can lead you to Professor Xavier," Pietro told Magneto. "I just want one thing in return…revenge on Kid Flash."


	4. Return of Quicksilver

Skylan D. Water: It was wasn't it? This one should be even better.

* * *

Summary: Quicksilver leads Magnetos and his Acolytes to Hero Prep and trap students and faculty, all except for a rag-tag group of mutant students and Kid Flash. Can these chosen few defeat Magneto and the Acolytes, or is Hero Prep doomed?

Main Characters: Kid Flash, Quicksilver, Wolverine, Sabertooth, Magneto, Mystique

Supporting Characters: Cyclopes, Rogue, Nightcrawler, Jean Grey, Magik, Colossus, Storm, Flash (Barry Allen), Batman, Agent 003

* * *

Barry Allen, also known as the Flash, was running for his life. Around him, cars were flying across the sky and metal was being twisted and wrenched toward the scarlet speedster. Flash dodged another car and tried to cut hard to the right, but he ran straight into a powerful fist and fell to the ground.

Sabertooth grinned as he lifted Barry Allen up over his head. Desperate to escape, Flash flailed at superhuman speeds, until finally Sabertooth lost his grip and Flash ran off, free…or so he thought.

A blue streak shot through Central City, chasing after Flash. The blue streak wasn't nearly as fast, but it was cutting Flash off, not chasing directly behind him. Once he was close enough, the streak crashed into Flash and the two super fast object tumbled across the street. Flash ended up on his back, Quicksilver standing over him panting.

The Flash, Scarlet Speedster, the defender of Central City, was broken. His costume was torn, shredded, blood soaked. Underneath bruises and cuts were clearly visible. The lightning bolt logo was partially torn off, fluttering in the breeze.

Quicksilver brought down his fist hard, slamming Flash into the pavement. Quicksilver through yet anther punch, breaking Flash's jaw. The next punch gave him a black eye. The one after that tore his mask. The following one broke his nose. By now Flash's face was an unrecognizable head covered in a torn mask and blood. Quicksilver sent one, final punch, caving in Flash's skull…and killing him.

"Congratulations Pietro," Magneto said, placing a hand on his son's shoulder. "You've gotten your revenge."

Quicksilver shrugged off his fathers hand. "This isn't the revenge. This is just the message."

* * *

Batman entered the office, finding it to be pitch black. He attempted to switch to night vision, but for some reason his night vision lenses were just as blind as his own eyes.

"Dark lights," a voice explained from the darkness. "Rather than give off light, they give off darkness. A friend of mine used to call the "darks"."

Batman showed no reaction to the voice's words. "What's this about 003?"

Even though he couldn't see him, Batman heard Agent 003 heard tense and loosen his body. "There's trouble down on the surface. It…concerns someone you know."

"I knew it. I knew this would happen if I left Gotham. I told you, I'm the only one who can handle that responsibility. If you hadn't–"

"Save your breath Bruce," Agent 003 sighed. "Batwoman, Oracle, and Robin have things well under control in Gotham. But…we have other problems."

A monitor flickered to life, somewhat illuminating the room and showing Agent 003's silhouette. Batman watched as the screen showed, first a shot of Central City taken form the air. The screen then showed cars shake as a red streak shot by too fast for even the trained eye to track. Batman knew it was the Flash, but what he didn't know was why the Flash's city was of any current importance to Agent 003.

"What's this?" Batman asked, losing his patience with 003. He'd never quite gotten along with the headmaster of Hero Prep.

"Wait for it," the agent told the Caped Crusader.

A blue streak shot across the screen, and the shot paused. With technology that no country had access to, the shot was enhanced until Batman could just make out who the streak was.

"The student who disappeared last week," Batman remembered. "Quicksilver."

The silhouette that was 003 nodded. "Up until now, he'd been missing. But, it would seem he found some new friends."

The screen clicked to a picture of Quicksilver alongside four other figures Batman knew from his all-encompassing database: Pyro, Mystique, Sabertooth, and Magneto. Batman tensed. If Quicksilver was working with Magneto, there was a very good chance he would show Magneto how to find Hero Prep, and the Master of Magnetism could easily tear apart the flying school.

"Have you informed the others?" Batman asked.

003 shook his head. "No, although Xavier already knows."

[Hello 003. Hello Batman.]

"I'll never get used to telepathy," 003 laughed.

A device on 003's desk chirped, drawing the headmaster's attention. With a click of a button, 003 checked what was wrong. The silhouette tensed.

"Xavier, Batman, inform the staff we have a problem and get the students to the gym, they'll be safe there," 003 told them.

"What's going on?" Batman asked.

003 opened his mouth, but Xavier beat him to it. [A magnetic disturbance is approaching the school.]

"That's it, we're going to Plan X," 003 announced. With a click of a microphone his voice was projected across the school. "Staff and students, this is Agent 003. We have a code V. I repeat, we have a code V, this is not a drill. All classes are on Plan X, report to the gym immediately. All classes are on Plan X, report to the gym immediately."

003 shut down the mic and turned to Batman. "Get down there and make sure everything goes okay, then get with the other Leaguers."

But Batman was already gone. 003 sighed. "This is what I get for working with superheroes. Somewhere 002, I know you're laughing at me."

* * *

"Plan X?" Rogue asked, confused.

"That's right you weren't here on orientation day," Shadowcat remembered. "Plan X is an extreme situation where everybody but the Leaguers has to get to the gym for safety."

"We gotta get to the gym," Cyclopes said.

"Run and hide while the grown ups have all the fun?" Wolverine grumbled. "I hate this school."

"The school hates you too Wolvie," Kid Flash chuckled and gave the feral mutant a quick noogie before dashing safely out of range of Wolverine and his claws.

Wolverine growled. "Shouldn't you be in the gym?"

"Yeah, except they sent me to come look for you guys. Oh, they also sent–"

"Oh! Glad I found you guys," Nightcrawler said as he appeared in a puff of smoke.

"–him," Kid Flash finished.

"Alright, let's get to the gym before it goes to X Mode," Kid Flash told the others.

The group made their way to the gym as quickly as they could, but the found the doors shut tight and the entire building glowing with a blue forcefield. Wolverine growled in anger and slashed his claws across the forcefield.

"We're locked out. The place is sealed, even against telepathy and teleportation," Cyclopes said.

"How about supersonic vibrations?" Kid Flash asked with a smirk, and his body became blurred. His hand reached out to try and vibrate into the gym, but a charge of electricity ran through his body and he jerked back.

"Okay, not getting in that way either," Kid Flash said.

"Idiot," Wolverine mumbled.

"Guys," Jean Grey spoke up. "I think we have other problems."

The group turned around to face five figures levitating towards the school. Wolverine sniffed the air and snarled. The other mutants of the group tensed up, and Kid Flash scratched his head in confusion.

"Did I miss something?" Kid Flash asked.

Wolverine's claws involuntarily shot out of his hands, but he didn't notice the pain. "Magneto. Somethin's not right though…"

"What is it?" Rogue asked.

"I ain't smellin his old crew…all I'm getting is–"

Wolverine stopped as a smell entered his nose that he almost recognized. A memory he didn't even know he had came into his head.

_"You okay Jimmy?" my brother asked me._

_I wasn't feeling too okay. I'd just killed another man with those…those…things that came out of my hands. They hurt so much coming out…they hurt more coming back in. _

_The door to our cell opened, and two men stepped in. I immediately cowered behind my brother, hoping he could protect me like he always could. He snarled at the men, but they didn't flinch._

_"Hello James. Hello Victor," one of the men greeted._

_"What do you want with us?" I squeaked._

_"We here to make you better," the man told them. "To help you take your abilities to the max. Victor, come with us."_

_The other man grabbed my brother, and even though he struggled, kicked and even bit, the man didn't lose his grip._

_"Victor!" I cried after my brother, but they were already taking him away. _

_"Victor!" I cried again._

_"Jimmy!" my brother called after me. _

_I laid there in the cell, crying and wanting my brother back. But after a few hours, I knew, I would never get my brother back. Never._

"Move!" Cyclopes ordered, snapping Wolverine out of his memories. The group of students dove into the bushes as Magneto and those with him landed on the school grounds.

"Fools," Magneto laughed. "Practically this entire facility is made of metal. I'll tear it apart as soon as Xavier is dead."

Quicksilver looked to the gym. "In there…Kid Flash is in there. The coward. At least the real Flash had the courage to face me before I killed him."

Kid Flash heard Quicksilver's words and stepped out of the bushes before anybody could stop him.

"You what?" Kid Flash snarled.

Quicksilver smiled. "Speak of the devil. I came for my rematch buddy. This time, instead of race, we fight."

"You really wanna do that?" Kid Flash asked. "Already forget what happened last time?"

"FLASH! GET DOWN!" a voice barked, and the speedster obeyed as explosions lit up the area. Batman swung in on a grappling line, followed by Green Arrow, Mr. Fantastic, and Martian Manhunter.

"You've got exactly thirty seconds to retreat," Batman told Magneto. "Then this gets ugly."

Magneto just laughed. "I think you'll find you're no in any position to give orders Batman. Didn't you learn you're lesson the last time?"

Batman threw a batarang, which Magneto tried to intercept. But for some reason he had no control over the throwing weapon. The blade sunk into Magneto's shoulder, and then he learned why.

"Actually, I did," Batman said. "High density plastic works just as well as metal."

Magneto pulled out the batarang with a grimace. "Very well. But you forget what you're standing on."

Batman remembered too late that pretty much the entire Hero Prep facility was made of metal. Even underneath the grass, there was a cold metal surface. The floor rippled and shook, and suddenly Batman was entangled in a metal cobweb that would take even him time to escape.

The three other leaguers attacked, and Magneto smiled. Batman had come prepared, but Green Arrow hadn't. Magneto easily sent all of his arrows back at him, until the emerald archer found himself pinned to a wall by his own arrows.

Martian Manhunter attacked, but a wall of flame from Pyro's lighters put him out of action. Pyro laughed and kicked the fallen Martian. "And they said you were tough."

The only Leaguer still standing, Mr. Fantastic attacked with everything he had. His left arm wrapped around Mystique and threw her into Pyro, while his right arm shot after Magneto himself. His arm was snatched, however, by Quicksilver, who gave an evil grin before taking off with Mr. Fantastic's arm. Sabertooth grabbed the heroes legs so he would just get dragged, and soon Quicksilver had stretched Mr. Fantastic across the school, tangling him in everything imaginable. With a laugh, Quicksilver plucked a taut cord of Mr. Fantastic's abdomen, and it gave a satisfying thrum.

Kid Flash ran for his life, smacking into Sabertooth after about five feet. He groaned as the feral mutant lifted him over his head.

"Put him down!" Cyclopes ordered, revealing his and the other students' position. He fired off an optic blast, and Sabertooth was sent flying back ward, dropping Kid Flash. The young speedster staggered to his feet as the others readied themselves.

Kid Flash shook off his headache. "You guys take the others, Quicksilver is _mine_."

He shot off, leaving the mutant students to fend for themselves. Wolverine's claws shot out, Cyclopes held his hand ready on his visor's controls. Storm's eyes turned white and lightning sparked across her body. Colossus turned to his metal form. The four evil mutants also readied for a fight.

"Take them down!" Cyclopes yelled.

Wolverine jumped forward, but was tackled by Sabertooth. The feral mutant was only slightly bigger than Wolverine, but he felt much heavier. Wolverine shoved his opponent off of him with difficulty and slashed three deep cuts that went to the bone. But where white bone should've been, Wolverine saw only shiny silver metal.

Sabertooth grinned and gave wolverine a punch that left his head spinning. He followed by sinking his own talons into Wolverine's stomach and smashing him into the ground. Wolverine forced Sabertooth off of him and rolled away while his stomach healed. Sabertooth jumped forward, but was met with a kick to the face and an elbow to the chest, sending him to the ground. Wolverine jumped on top of him and slashed across his chest, but the cuts healed just as quickly.

Sabertooth kicked him off and lunged forward, pinning Wolverine to the ground. Wolverine tried to head butt his opponent, but found it hurt him more than Sabertooth. Sabertooth smiled and kneed Wolverine in the groin. Angry now, Wolverine stabbed Sabertooth in the throat, and blood splattered everywhere. Sabertooth rolled off of Wolverine, clutching his throat.

Wolverine jumped onto Sabertooth's back and stabbed his opponent in the stomach. Sabertooth roared in anger and hurled his opponent across the school yard before jumping after him.

* * *

Colossus, Rogue, Storm, and Nightcrawler surrounded Mystique, who only smiled and drew two pistols from her belt and open fired. Rogue jumped behind Colossus while Storm let the winds deflect bullets away from her and Nightcrawler teleported out of the way.

Colossus charged forward, and threw a powerful punch toward the changeling. Mystique dodged effortlessly and kicked off of Colossus's chest before running across the yard and into one of the classrooms. Rogue ran after her, Nightcrawler close behind.

Rogue found herself inside Batman's classroom, the lights off and all desks overturned. The only thing that kept her alive was that the guns made a noise as the safeties disengaged. Rogue dove behind a desk just as bullets peppered her position, and Mystique jumped out of her hiding place to search for Rogue. Rogue however, took the offensive by jumping onto Mystique's back and wrapping her legs around her waist while her arms strangled the blue skinned mutant.

Mystique didn't panic as her oxygen supply was cut off, and calmly fired a bullet into each of Rogues knees. The girl let out a scream of pain and fell the floor, and Mystique turned to her with her pistols raised.

"No!" a German accent cried, and Mystique turned to see a blue furred mutant enter the class. Nightcrawler didn't know it, but he was looking at his mother.  
Mystique however, did know her connection to Nightcrawler and froze at the sight of him, giving him and opening.. He teleported out of her line of fire and reemerged behind her, giving her a powerful mule kick while simultaneously whipping the gun out of her left hand with his tail.

Down to one gun, Mystique fired again and again at Nightcrawler as he teleported all over the room. He disappeared again, and the next sensation Mystique felt was a fist hitting her in the back of the neck. Landing on all fours, Nightcrawler used his tail to disarm Mystique of her other weapon. She drew a knife and stabbed, which he nimbly avoided. He knocked the weapon out of her hand with a roundhouse kick and jabbed, hitting her in the face.

She knocked him to the ground with an uppercut and stomped down hard, but he was gone. Nightcrawler landed behind her again and jabbed, hitting her across the face. Before she could recover, he'd already teleported in front of her and kicked her in the stomach. She doubled over, and Nightcrawler performed a back flip kick, hitting her under the chin and sending her to the ground. Mystique's figure lay motionless on the ground, and Nightcrawler figured he'd won.

Gently as he could, he lifted the bleeding Rogue in his arms and teleported out. When she was sure they were gone, Mystique stood up and recovered her weapons. She wasn't done yet.

* * *

Storm, Colossus, and Magik were hiding behind a forcefield Magik had created while Pyro sent a column of flame at them.

"Anytime you guys feel like joining in, I'm all for it," Magik grunted.

"You got it sis," Colossus smiled and jumped out from behind the forcefield in his armored form. The flames licked across his body, but to no effect. With one punch from the armored mutant, Pyro was on his knees gasping for breath. Colossus lifted Pyro into the air but was knocked back as the fire-jockey sent out a powerful wave of heat.

Flames were blazing all around, and they were suddenly swept toward Pyro as he held his arms into the air. The flames formed together into a massive fire tornado, which threatened to tear the school apart. It was met however, by a fierce thunderstorm that quickly put out the flames with its rain and hail. Storm struggled to keep the weather attack going as she turned it to a blizzard, blanketing Pyro in a thick layer of snow. Magik fired a blast of energy, which froze the snow into a solid block of ice, trapping Pyro inside. Storm collapsed, exhausted, and the blizzard died down.

"That is the ugliest ice sculpture I've ever seen," Colossus laughed.

The ice suddenly shattered and Pyro fell to the floor, free. Mystique jumped onto the scene guns already blazing. Magik blocked bullets directed at her with a forcefield, and the projectiles pinged harmlessly off of Colossus.

"That all you got?" Colossus asked.

Mystique jumped up and over Magik's forcefield ad tackeld the young sorceress. The two rolled across the yard, and Colossus was suddenly looking at two Magiks punching each other trying to get the upper hand.

"Help!" Magik yelled.

"Don't listen to her!" the other Magik yelled. "She's a fake and I can prove–"

The second Magik was silenced by a powerful jab to the face. She colloapsed to the ground, unconscious. The victorious Magik smirked, but was suddenly punched in the jaw by Colossus.

"My sister may be good with magic," Colossus said, "but she's a lousy fighter."

Mystique reverted to her normal appearance and grimaced just before Colossus punched her lights out. The mutant reverted to his human form, but too early. A ball of flame hit him from behind, knocking him to the ground with a shout of pain.

* * *

"You're done Magneto," Cyclopes exclaimed and fired an optic blast, but metal floor panel blocked it. Several more panels were ripped out of the ground and hurled and Cyclopes, but Shadowcat tackled Cyclopes and the metal projectiles passed harmlessly through them. Magneto fired a magnetic blast at the ground, and a ripple went through the ground, knocking Cyclopes and Shadowcat off their feet.

A light post was torn from the ground and hurled at the two, but was caught mid-flight by another invisible force. Jean struggled against Magneto's own power as they fought for control of the light post. While he was distracted, Cyclopes fired another optic blast, which knocked Magneto out of the sky. All the metal that had been floating around dropped to the ground, and Magneto lay motionless on the floor.

"Did we win?" Shadowcat asked.

Three more sign and light posts were torn out of the ground, one wrapping around each of the three heroes. Before Jean could try to break Magneto's control, Magneto used his powers to yank off Cyclopes' visor, and he accidentally hit Jean with an optic blast.

"Jean!" Cyclopes yelled with his eyes now squeezed shut.

Shadowcat phased through her bindings and ran towards Magneto, his attacks doing nothing against her. She got close enough to throw a punch and tried, but he blocked it and kneed her in the stomach. The old man wasn't as helpless as he look. He followed up by hitting her across the face with a right hook and finished his attack with an uppercut to the stomach.

Shadowcat fell to the floor, stunned. Bits and pieces of metal formed over Magneto's fist, and he knocked out Shadowcat with one armored punch.

* * *

Kid Flash crashed through the library doors, Quicksilver right behind him.

"I gotta admit Kid, you suck at this. Even against four others, your old man lasted longer than this. But in the end, I still _killed _him!"

Kid Flash stood uneasily. "You keep saying that. You know what? I don't believe you. You killed the Flash? Prove it!"

Quicksilver smiled. "With pleasure."

He dashed to the nearest computer and with superhuman typing speed brought it to one particular page.

"Take a look here."

Kid Flash looked to the computer, and immediately wished he hadn't. There, on screen, was a picture of Barry Allen's corpse, Quicksilver standing victoriously over it, Flash's mask in his hand.

"I still have that too," Quicksilver chuckled. He dug what looked like a red rag out of his pocket. "Here, catch!"

Quicksilver tossed the rag at Kid Flash, who caught it with one hand. It wasn't a rag. It was the tattered mask of the man who had been a father to Kid Flash for as long as he could remember.

_All I did was cry. That's pretty much all I remember anyway. Crying. The lightning bolt struck, shattered a rack of chemicals and fried my parents to a crisp. The chemicals spilled all over me. They burned into my skin, energy coursed through me like fire. I was three years old._

_And I cried. I was young, but smart enough to know that after half an hour of crying and begging for the charred corpse of my father to get up, that he wasn't getting up. I wanted the comfort of my mother's arms, to escape the pain. But she didn't get up either. There wasn't much of her left anyway. And I cried. Pain and crying is all I remember feeling that day. And then, he came._

_One moment he wasn't there, the next he was. I thought he was an angel. Didn't know he was just fast. He took me in his arms, told me it would be okay. Told me it would be okay again and again, like if he said it enough it would be true. I just hugged him and cried._

_Barry Allen, the Flash, my uncle, became the closet thing I had to a father._

"You…" Kid Flash choked on his words, tears threatening to surface.

Quicksilver dashed forward, punching Kid Flash in the gut and knocking him back a bit. Kid Flash fell to his knees, the mask clenched tightly in his fist. Quicksilver figured he'd won. But before he could even think about coming at Kid Flash again, there was a hand clenching his throat tightly, choking him.

"Monster…" Kid Flash seethed, and threw him against a wall. "I'LL TEAR YOU APART!"

* * *

Wolverine, his uniform now in tatters, slashed with both claws, cutting the major arteries in Sabertooth's thighs. While those cuts healed, Wolverine stabbed Sabertooth in the stomach and tried to kick him in the head.

Sabertooth caught the kick and threw Wolverine into a wall. He lunged forward and jabbed Wolverine hard in the gut.

"Adamantium enhanced fists hurt, don't they runt?" Sabertooth snarled.

Wolverine responded by growling and stabbing Sabertooth in the eye and sinking his claws into the villain's brain. The mutant roared in pain and kicked Wolverine across the yard, smashing him into the dorms. Wolverine felt the pain of going through a wall as he stood and surveyed his surroundings. _My room…_

Sabertooth leapt into the room and grabbed Wolverine by the throat before smashing him into any object within reach. First it was the bed post, which splintered on impact. Next it was the window, which left cuts all over Wolverine's face and back. Then it was a wall, which cracked when Wolverine was slammed into it. Finally, Sabertooth threw his prey into the closet doors, which broke apart when Wolverine hit him.

Wolverine was in his closet, dazed and with more broken bones then he could name. But even still, he could see the Muramasa blade in the corner of the closet, safely sheathed.

Just as Sabertooth grabbed Wolverine's ankle, Wolverine grabbed the deadly sword and unsheathed it. He was yanked and thrown out the window by Sabertooth, who jumped down after him. Wolverine hit the ground first, and pointed the sword to the sky. Sabertooth saw the blade and dodged, but Wolverine still managed to give him a cut on his side.

Sabertooth roared, but to his surprise, the cut didn't heal. Wolverine slowly stood, sword raised.

"What is that thing?" Sabertooth growled.

"A very handy weapon right now," Wolverine told him.

Sabertooth gave a low snarl and looked to the edge of the school, only a short dash away. Out of options, the mutant ran for the edge and jumped off. Wolverine ran forward and watched his enemy plummet until he was out of sight.

"Good riddance…" Wolverine muttered, and searched for a word he could call his adversary. "…bub."

* * *

Pyro stood over Colossus in his human form, ready to finish him. Nightcrawler, still carrying Rogue, appeared on the scene just in time. He couldn't set Rogue down, getting her up was hard enough the first time. So he teleported next to Pyro with Rogue, and once they were next to him Rogue took off her glove and gave Pyro a quick slap across the face. He fell to the ground, and Rogue felt his powers, memories, and the like flow into her.

"Nice vun!" Nightcrawler congratulated. "I vas just going to kick him."

* * *

Quicksilver rolled across the ground, his costume in tatters, his face and body bruised, and blood running from his nose. Kid Flash walked up to him, barely a scrath on him.

"You killed the only real father I ever had," Kid Flash said, and punched Quicksilver in the jaw.

"You took pictures of his corpse, put them online, for _kicks_," Kid Flash growled and kicked Quicksilver in the groin. The evil speedster moaned. He wasn't even trying to fight back anymore.

Kid Flash bent down to Quicksilver and grabbed the collar of his costume with his left hand while his right blurred with vibration. Very slowly, he vibrated his hand through Quicksilver's head so that his fist was in his skull, still vibrating too fast to be solid, and so far not harming Quicksilver.

"I could kill you right now if I wanted," Kid Flash threatened. "And maybe I don't even have to want to. My arm could just get tired. God knows you deserve it."

Fear was the only thing in Quicksilver's eyes. Kid Flash held his position for a few seconds…and then reluctantly retracted his hand, sparing Quicksilver's life. Still angry, Kid Flash stood.

"You killed the first Flash, but he's won't be the last one," Kid Flash promised. "Good night, and good riddance."

Kid Flash kicked Quicksilver in the head, knocking him unconscious.

* * *

Nightcrawler, was on his own against the master of magnetism, dodging debris and shrapnel that swirled around the villain.

"You cannot beat me child," Magneto stated.

Nightcrawler jumped forward, but was smacked backward by a light post like it was a baseball bat.

"You can't even touch me."

Magneto sent a sign post flying, and it hit Nightcrawler over the head, knocking him to the ground. The teleporter tried to stand, but was smacked back to the ground by a floor panel. Magneto laughed and continued to batter the blue-furred hero, who was too weak now to try and escape.

He was so busy pounding Nightcrawler, he didn't see the clawed figure lunge at him until it was too late. Magneto lost control of every object as three claws shot out of his chest.

"Bub…" a gruff voice grunted, "you don't mess with the elf unless you want me to be your new best friend."

The claws were pulled out of Magneto, and the dying supervillain turned to see Wolverine, who had been speared by a sign post before he had gotten to Magneto. With a loud grunt, he pulled out the makeshift spear and tossed it aside.

"Who do you think won this fight?" Wolverine asked Magneto's corpse. "Must be me, because I'm still breathing."

* * *

The heroes of the Plan X were relaxing in the rec room along with Alfred and Aunt May.

"Well, we know who to call next time there's a Plan X," Aunt May laughed as she mended Wolverine's costume.

"Oh no, you can still leave it to the Leaguers," Logan said. "That was a one time thing."

"Aw, come on," Shadowcat laughed as Alfred bandaged her head. "It was kinda fun."

"I seem to recall you getting knocked squirt," Wolverine chuckled.

"And I got shot," Rogue reminded, rubbing her healed knees. She'd have to thank Wolverine for letting her borrow his healing factor.

"I had to get a new visor," Cyclopes added.

"I experienced third degree burns," Colossus put in.

"Do you know how many buildings were trashed?" Magik asked.

Shadowcat only shrugged. "Like I said, fun."

* * *

Wally West stood in front of the mirror checking out his new Flash costume. He had dropped the "Kid" from his name and gotten a new costume, all in honor of his fallen mentor. But that wasn't all…

"Ready to go?" a voice asked.

Flash jumped. "Headmaster 003, I-I didn't know _you'd _be sending me off."

003 laughed lightly. "It's not everyday a student leaves early without swearing to destroy us. You sure you want to leave? We could still teach you quite a bit. You could become a great hero."

Flash shrugged. "Much as I'd like to prove there's more to me than running fast, I have to go. With Barry…gone, criminals in Central City are gonna go nuts. The city needs a hero…and I'm all they've got."

003 nodded his understanding. "I know. Take care of the city, and yourself."

Flash promised he would and followed 003 out the dorms and out to the waiting transport. Flash's school friends were there to send him off as well. After hugging Batgirl goodbye and receiving a (painful) slap on the back from Iron Man, Flash boarded the transport just before the ramp closed though, Flash caught Iron Man's final goodbye.

"Where ever he is now, Allen would be proud of you."

* * *

"Well that could've gone better," Batman stated. "They tore us apart."

"I know," 003 said blankly. "Plan X was never meant to be for the protection of the students Bruce. It was a test. Are they organized and disciplined enough to get to the gym before it enters lockdown? And if they aren't would they cower in fear of any invading supervillain, or would they fight back. Both Flash and the other "X-Men" took this test."

"They're inexperienced and they put their lives at risk," Batman said.

"Exactly. They passed with flying colors."

* * *

Next time at Hero Prep: Mr. Terrific's top students, known by their group name "The Ultimates", take a field trip to the surface, where their powers are put to the test against a supervillain who has New York in a grip of fear. to defeat them, they'll need the help of New York's mysterious new superhero, known only as Daredevil.


End file.
